01—Abstract
Summary
Summary of the 8-K filed June 1, 2026. Cited figures are marked; the original filing is the authoritative source.
XPO, Inc. filed this Form 8-K on June 1, 2026, reporting that on May 29, 2026 it entered into two new senior secured credit facilities and amended its existing term loan.
Under Amendment No. 11 to its Senior Secured Term Loan Credit Agreement dated October 30, 2015, the company incurred a new $385 milliona Term B-4 loan (the 2026 Term Loan B Facility) maturing February 1, 2031. Its proceeds, together with a new Term Loan A facility, will be used to refinance all indebtedness under the existing Term Loan B Credit Agreement. The new $500 million Senior Secured Term Loan A Credit Facility, arranged with Wells Fargo Bank, National Association as administrative agent, matures May 29, 2029.
That maturity may spring to 91 days before the maturity of the company's 6.250% Senior Secured Notes due 2028, unless the notes outstanding are $350 millionb or less or Liquidity covers them. Term Loan A is drawn in full at closing, and its proceeds will partly repay the Term Loan B and cover transaction costs. Both facilities are guaranteed by wholly-owned domestic restricted subsidiaries and secured by substantially all assets on a pari passu basis with the existing revolving credit facility.
The Term Loan A carries a Consolidated Secured Net Leverage Ratio covenant of not greater than 3.00 to 1.00 before a Fall-Away Event (investment grade ratings from at least two agencies) and an Interest Coverage Ratio of at least 2.00 to 1.00. Pricing steps down by 0.125%c upon achieving specified leverage thresholds.
02—Key points
Key Highlights
- Entered into Amendment No. 11 to the Term Loan B credit agreement, incurring a new $385 million Term B-4 loan (2026 Term Loan B Facility) maturing February 1, 2031.
- Entered into a new $500 million Senior Secured Term Loan A Credit Facility with Wells Fargo Bank, National Association as administrative agent, maturing May 29, 2029, drawn in full at closing.
- Proceeds from both facilities will refinance the existing Term Loan B indebtedness and pay related transaction costs.
- Term Loan B pricing is Term SOFR plus 1.50% or ABR plus 0.50%, with a 0.125% reduction after November 29, 2026 if the Consolidated First Lien Net Leverage Ratio is 1.21 to 1.00 or less.
- Term Loan A pricing is Term SOFR plus 1.25% or ABR plus 0.25%, with amortization of 5% per annum beginning two years after closing.
- Term Loan A maturity may spring to 91 days before the 6.250% Senior Secured Notes due 2028 if those notes exceed $350 million outstanding and Liquidity is insufficient to cover them.
- Both facilities are secured on a pari passu basis with the existing revolving credit facility, and Term Loan A includes financial covenants on secured net leverage and interest coverage.
03—Questions
Frequently Asked Questions
How much new debt did XPO take on under these agreements?
The filing states the 2026 Term Loan B Facility has an initial aggregate principal amount of $385 million, and the Term Loan A Credit Facility has an initial aggregate amount of $500 million, with the Term A Loans drawn in full at closing on May 29, 2026.
What is the purpose of the new financing?
Proceeds of the 2026 Term Loan B Facility, together with the Term Loan A Credit Facility, will be used to refinance all indebtedness under the Existing Term Loan B Credit Agreement. Term A Loan proceeds will also pay transaction costs related to the Amendment and the Term Loan A Credit Agreement.
When do the new loans mature?
The 2026 Term Loan B Facility matures February 1, 2031. The Term Loan A Credit Facility matures May 29, 2029, which may spring to 91 days before the maturity of the 6.250% Senior Secured Notes due 2028 under the conditions described in the filing.
What covenants apply to the Term Loan A facility?
Before a Fall-Away Event, the company must maintain a Consolidated Secured Net Leverage Ratio of not greater than 3.00 to 1.00, which may step up to 3.50 to 1.00 for four fiscal quarters after certain material acquisitions. After a Fall-Away Event, a Consolidated Total Net Leverage Ratio of 4.00 to 1.00 applies. An Interest Coverage Ratio of not less than 2.00 to 1.00 is required in all cases.
What collateral and guarantees secure the new loans?
Both facilities are guaranteed, subject to customary exceptions, by the company's wholly-owned domestic restricted subsidiaries and are secured by a lien on substantially all assets of the company and the guarantors, subject to customary exceptions. The liens rank pari passu with each other and with the existing revolving credit facility.
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